NDA Template: Key Terms & Benefits
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Used for requiring one-party to keep information confidential. Purchase comes in an MS word document that has fields to fill in by user, including Disclosing Party Name & Address, Receiving Party Name & Address, Business Purpose of NDA, and State where NDA will be governed.
Clauses include:
- Confidential Information
- Exclusions from Confidential Information
- Obligations of Receiving Party
- Return or Destruction of Confidential Information
- Remedies
- Term
- Relationship
- No Warranties or Representations
- Waiver
- Severability
- Governing Law
- Entire Agreement
- Assignment
- Headings
- Counterparts
As an attorney with over a decade of practical legal experience, I created this Mutual Non-Disclosure Agreement (NDA) template for use in various business transactions and engagements.
Overview of the Mutual NDA (Business) Template
For context, an NDA is a binding contractual agreement that requires the signing parties to keep specific types of information confidential. A Mutual NDA is often used when both parties involved in a transaction want to protect the confidentiality of certain information.
When someone signs an NDA and subsequently receives confidential information, the NDA serves as a memorialized record expressly agreeing that the parties will not reveal or share confidential information to any unauthorized individual, or organization. If the recipient of confidential information violates the NDA by failing to retain the private-nature of the information, then there may be grounds for you to pursue damages through a lawsuit.
What Is Included in the Mutual NDA Template
My mutual NDA template is customizable to your particular business transaction. The mutual NDA template is helpful since it provides guidance on what elements need to be incorporated into the agreement and offers tips on how to craft certain provisions. For example, the mutual NDA template devotes a section to identifying the parties involved in the transaction and sets forth the importance of preventing the unauthorized disclosure of confidential information. The template contains a modifiable section that specifically defines what is considered confidential information, along with a modifiable section that allows you to identify types of non-confidential information.
The mutual NDA template sets forth the obligations of the party that receives confidential information, such as an affirmative requirement to protect and safeguard the confidentiality of the Disclosing Party's confidential information, an affirmative requirement to not disclose confidential information to other individuals or entities, and so forth. The template mutual NDA also provides clear instructions for the return or destruction of confidential information.
The mutual NDA template describes the remedies that may be pursued, in the event the receiving party breaches the NDA, along with the term (i.e. timeframe) of the NDA. The template mutual NDA also contains important legal provisions such as the relationship between the parties, the fact that no warranties or representations are made as a result of the NDA, the relevant state law that will govern the terms of the NDA, and stipulations for assigning the agreement.
The mutual NDA also contains a severability clause, which is helpful since the clause sets forth that, in the event any provision of this Agreement is held by a court of other tribunal of competent jurisdiction to be unenforceable, that provision will be enforced to the maximum extent permissible under applicable law, and the other provisions of this Agreement will remain in full force and effect.
Who Should Use the Template Mutual NDA
The mutual NDA template can be used in a variety of situations. Nevertheless, this particular template is best suited in the context of a business relationship or transaction where confidential information is being shared between the parties.
Benefits of Using the Mutual NDA Template
There are many benefits associated with a mutual NDA. For example, an NDA can help legally protect trade secrets and other proprietary information, it can help establish trust and candor between the parties, it can prevent the theft of intellectual property, it can provide evidence of the other party's contractual obligation to keep certain information confidential, and it helps memorialize the confidential nature of the information described in the NDA.
If your mutual NDA is breached, you may need to consider pursuing litigation. If that situation arises, having an experienced lawyer by your side can pay dividends. My legal services are available.
Clauses include:
- Confidential Information
- Exclusions from Confidential Information
- Obligations of Receiving Party
- Return or Destruction of Confidential Information
- Remedies
- Term
- Relationship
- No Warranties or Representations
- Waiver
- Severability
- Governing Law
- Entire Agreement
- Assignment
- Headings
- Counterparts
An NDA is a legal agreement between parties to keep certain information secret. By drafting this agreement with someone you’re working with, you can maintain the privacy of your business information and prevent anyone from using it for their own benefit.
You can purchase a drafted NDA template from ContractsCounsel, a platform that connects clients with vetted lawyers for contract review and drafting.
Benefits of Buying an NDA on ContractsCounsel
When you purchase an NDA template from ContractsCounsel, you’ll receive a link to download it to your device. The process is fast and stress-free. Other benefits of purchasing it include:
- It’s drafted by a professional. A vetted, experienced lawyer drafts the NDA.
- It’s editable. You can customize the NDA according to your business requirements.
- It can be followed by hiring a lawyer. If you have queries or want legal review, you can hire the lawyer who drafted the NDA.
- It’s affordable. You can purchase an NDA template for between $29 to $149.99.
What’s in an NDA Template on ContractsCounsel
At the start of the NDA agreement, you’ll fill out information about when the contract starts and who it’s between: the Disclosing Party and Receiving Party. You can also add the purpose of the NDA, such as that you’re entering into a business relationship.
When you download an NDA template on ContractsCounsel, here are some clauses and terms that are included in it.
Confidential Information
The disclosing party shares sensitive information about their business, products and/or services. They maintain all rights to the confidential information and the Receiving Party has no rights.
Exclusions from Confidential Information
This clause in the agreement specifies what information is not considered confidential information, so there’s no confusion between parties.
Obligations of Receiving Party
The Receiving Party agrees to safeguard and protect the confidential information, and not use it or allow it to be used by others. They also agree not to disclose it to any other person or entity, unless specified.
Return or Destruction of Confidential Information
During and after the NDA, the Receiving Party agrees to return all information and forms of content to the Disclosing Party. Alternatively, they agree to destroy it and certify in writing that it’s been destroyed.
Remedies
If the Receiving Party is about to break the agreement, the Disclosing Party is allowed to stop them immediately by getting legal protection, without having to pay security beforehand.
Term
This clause specifies how long the agreement will last, unless the Disclosing Party terminates it. You should also specify for how many years after agreement termination the Receiving Party needs to maintain their obligations, such as five years.
Relationship
Neither party is under legal obligation to enter into other contracts or deals with each other, except for what the agreement specifically mentions.
No Warranties or Representations
This section explains that the Disclosing Party, who doesn’t have to disclose information they don’t wish to, is not liable to the Receiving Party for anything resulting from the use of the information.
Governing Law
The NDA is interpreted according to laws of a specific state, and both parties must submit to state jurisdiction and federal courts in that state.
Entire Agreement
This agreement prevails over any prior communications and can only be amended in writing.
Do You Need an NDA Template?
If you need an NDA, purchase an NDA template from ContractsCounsel. By being drafted by a vetted, experienced lawyer, your NDA template will be comprehensive and legal, giving you peace of mind.
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ContractsCounsel is not a law firm, and this post should not be considered and does not contain legal advice. To ensure the information and advice in this post are correct, sufficient, and appropriate for your situation, please consult a licensed attorney. Also, using or accessing ContractsCounsel's site does not create an attorney-client relationship between you and ContractsCounsel.
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Mr. LaRocco's focus is business law, corporate structuring, and contracts. He has a depth of experience working with entrepreneurs and startups, including some small public companies. As a result of his business background, he has not only acted as general counsel to companies, but has also been on the board of directors of several and been a business advisor and strategist. Some clients and projects I have recently done work for include hospitality consulting companies, web development/marketing agency, a governmental contractor, e-commerce consumer goods companies, an online apps, a music file-sharing company, a company that licenses its photos and graphic images, a video editing company, several SaaS companies, a merchant processing/services company, a financial services software company that earned a licensing and marketing contract with Thomson Reuters, manufacturing companies, and a real estate software company.
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Fabian Garcia Villanueva is the Managing Attorney and Founder of GV Law PLLC, a premier boutique law firm delivering Big Law level representation to clients across corporate, transactional, and regulatory matters. At GV Law, Mr. Garcia leads a multidisciplinary team that advises business owners, investors, and professionals on complex transactions, strategic growth initiatives, and compliance across multiple sectors including healthcare, finance, real estate, technology, and international business. The firm handles everything from business formations and cross-border transactions to mergers and acquisitions, private offerings, commercial agreements, and ongoing legal operations support. Known for precision, strategic thinking, and relentless attention to detail, Mr. Garcia brings the rigor of top-tier law firms into a modern, agile practice. GV Law’s clients include emerging ventures, established corporations, and high-net-worth individuals seeking first-class legal partnership built on trust, efficiency, and results.
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I am an accomplished attorney with more than 19 years of experience and extensive expertise in business negotiations, commercial contracts, and technology transactions. With a proven track record of providing strategic legal advice and delivering exceptional results, I have successfully assisted numerous clients in drafting, reviewing, and negotiating various business arrangements. My experience encompasses a wide range of areas, including intellectual property, data privacy and security, SaaS agreements, and software licenses. I co-founded a reputable general corporate law firm with three offices in Aspen, Atlanta, and New York. As a partner and attorney, I represented diverse clients, including start-ups, public corporations, investors, financial institutions, educational institutions, and non-profit entities. With a focus on delivering comprehensive legal solutions, I provided general counsel, expert dispute resolution, efficient litigation management, and skillful contract drafting and negotiations for businesses across industries.
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Anand A.
Anand is an entrepreneur and attorney with a wide-ranging background. In his legal capacity, Anand has represented parties in (i) commercial finance, (ii) corporate, and (iii) real estate matters throughout the country, including New Jersey, Pennsylvania, Delaware, Arizona, and Georgia. He is well-versed in business formation and management, reviewing and negotiating contracts, advising clients on financing strategy, and various other arenas in which individuals and businesses commonly find themselves. As an entrepreneur, Anand is involved in the hospitality industry and commercial real estate. His approach to the legal practice is to treat clients fairly and provide the highest quality representation possible. Anand received his law degree from Rutgers University School of Law in 2013 and his Bachelor of Business Administration from Pace University, Lubin School of Business in 2007.
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Rhea d.
Rhea de Aenlle is a business-savvy attorney with extensive experience in Privacy & Data Security (CIPP/US, CIPP/E), GDPR, CCPA, HIPAA, FERPA, Intellectual Property, and Commercial Contracts. She has over 25 years of legal experience as an in-house counsel, AM Law 100 firm associate, and a solo practice attorney. Rhea works with start-up and midsize technology companies.
"Working with Rhea was a wonderful experience. She made the process smooth and was attentive to every detail. I greatly appreciated her professionalism and responsiveness throughout. Highly recommended!"
William W.
An entrepreneurial, results-oriented advocate, legal and compliance professional with a successful track record of providing strategic legal advice and operational support to high growth national companies. Well established expertise in commercial transactions, acquisitions, and compliance oversight and policy development, including specialized expertise in sales, marketing and advertising compliance.
Kimm M.
Kimm Massey, Esq. is a graduate of Harvard Law School, who has almost thirty years of experience practicing law. Her background includes litigation work for large multinational corporate law firms, the federal government, and the District of Columbia government. She founded Massey Law Group a decade ago. Attorney Kimm Massey has been admitted to the Bars of Washington DC, Maryland, Pennsylvania, Florida, the U.S. District Court for the District of Columbia, the U.S. District Court for the District of Maryland, the United States Court of Federal Claims, the United States Court of Appeals for Veterans’ Claims, and the United States Court of Appeals for the Fourth Circuit.
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Non Disclosure Agreement Review
Location: New York
Turnaround: Less than a week
Service: Contract Review
Doc Type: Non-Disclosure Agreement
Page Count: 3
Number of Bids: 3
Bid Range: $400 - $400
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